Skip to content
- D&B has provided end-to-end legal assistance and representation to Vista Bank in the acquisition of 100% of the shares of Credit Agricole Bank Romania (due diligence and SPA negotiation), followed by the regulatory process of obtaining NBR approval for the transaction (drafting all the required documents, liaising with the National Bank of Romania), merger control notification to the Competition Council and ending with the merger between the two entities. The merger has been approved by the Bucharest Tribunal and was implemented in September 2022.
- D&B assisted Banca Transilvania acting as buyer in the transaction with Tiriac Group, for the acquisition of 100% shares in Tiriac Leasing IFN S.A., one of the biggest non-banking financial institutions in Romania, providing assistance both in the legal due diligence on behalf of Banca Transilvania (covering all standard areas that fall the in the scope of legal due diligence processes (corporate matters, authorisations, real estate, material movable assets, commercial agreements, financial agreements, material litigations, IP, data protection, regulatory aspects, insurance, employment matters), as well as throughout all the acquisition phases (submission of a binding offer, reviewing and amending the share sale-purchase agreement, negotiation with the sellers, preparation for signing the contractual documentation).
- D&B has provided end-to-end legal assistance and representation to Signal Iduna Group in the acquisition of 100% of the shares of Ergo Asigurari and Ergo Asigurari de Viata (due diligence and SPA negotiation), followed by the regulatory process of obtaining FSA approval for the transaction (drafting all the required documents, liaising with the Financial Supervision Authority), merger control notification to the Competition Council and ending with the merger between the two life insurance entities. The merger has been approved by the Bucharest Trade Registry and was implemented effective with 1 May 2023.
- D&B provided legal assistance and representation to EximBank in the merger process carried out between EximBank and Banca Romaneasca S.A. D&B drafted or reviewed all the documents provided by the relevant legislation necessary for the merger process, advising and assisting the client in front of the National Bank of Romania. PwC covered the financial matters connected to the merger process (including business plan and operational matters). The merger was approved and became effective in December 2022.
- D&B together with PwC Romania and PwC Spain, delivered a seller legal due diligence on behalf of the client, covering all of its Romanian entities (one bank, two non-banking financial institutions, one non-regulated entities) and the standard areas that fall the in the scope of legal due diligence processes (corporate matters, authorisations, real estate, material movable assets, commercial agreements, financial agreements, material litigations, IP, data protection, regulatory aspects, insurance, employment matters). Tax and financial vendor due diligences were also carried out by PwC Romania and PwC Spain.
- D&B has acted as legal advisor for an international financial group in connection with the transfer of the entire activity of a Romanian branch of an EU credit institution to a new Romanian credit institution. Our assistance included providing of legal advice regarding the transfer of various classes of assets and liabilities (the transfer of business not being regulated as such from Romanian legislation perspective), assistance throughout the entire process of obtaining the necessary authorisations and licenses, as well as notifying various Romanian authorities, clients and contractual partners of the branch regarding the transfer, as such were necessary in order to allow the new credit institution to become operational, assistance in the discussions with the National Bank of Romania in order to identify the optimal solutions in order to allow the transfer of business to be performed seamlessly without any disruptions in the activities conducted by the branch’s clients or contractual partners. D&B also continues to provide assistance with the fulfilment of the post closing obligations.
- D&B has provided legal assistance and representation to Seedblink in the authorization process as one of the first equity crowdfunding service providers in front of the Financial Supervisory Authority. D&B has drafted and/or reviewed all the documents provided by the relevant legislation necessary for the authorization process, advising and assisting the client in front of the Financial Supervisory Authority. Seedblink was the first crowdfunding services provider authorized in Romania and among the first ten authorized at the level of the European Union.
- D&B acted as lead counsel for one of the largest corporations worldwide and a leading Turkish group of companies in the process of setting-up and authorisation of a bank by the National Bank of Romania as a new bank on the Romanian market. The process was finalised in August 2009. The assistance provided by D&B consisted of the preparation and review of documents such as: statutory documents, feasibility study, group and objectives presentation, drafting of legal opinions and advice relating to the applicable regulatory requirements, as well as assistance in the project management and liaison with the National Bank of Romania to discuss the project status, the requirements of the relevant authority and for identifying the optimal solutions for the client.
